0001209191-18-051060.txt : 20180914
0001209191-18-051060.hdr.sgml : 20180914
20180914161016
ACCESSION NUMBER: 0001209191-18-051060
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180912
FILED AS OF DATE: 20180914
DATE AS OF CHANGE: 20180914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hendrick Gregory
CENTRAL INDEX KEY: 0001504870
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10804
FILM NUMBER: 181071238
MAIL ADDRESS:
STREET 1: XL HOUSE
STREET 2: ONE BERMUDIANA ROAD
CITY: HAMILTON
STATE: D0
ZIP: HM 11
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XL GROUP LTD
CENTRAL INDEX KEY: 0000875159
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 980665416
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: O'HARA HOUSE
STREET 2: ONE BERMUDIANA ROAD
CITY: HAMILTON
STATE: D0
ZIP: HM08
BUSINESS PHONE: 353-1-400-5500
MAIL ADDRESS:
STREET 1: O'HARA HOUSE
STREET 2: ONE BERMUDIANA ROAD
CITY: HAMILTON
STATE: D0
ZIP: HM08
FORMER COMPANY:
FORMER CONFORMED NAME: XL GROUP PLC
DATE OF NAME CHANGE: 20100701
FORMER COMPANY:
FORMER CONFORMED NAME: XL CAPITAL LTD
DATE OF NAME CHANGE: 19990302
FORMER COMPANY:
FORMER CONFORMED NAME: EXEL LTD
DATE OF NAME CHANGE: 19950720
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-09-12
1
0000875159
XL GROUP LTD
XL
0001504870
Hendrick Gregory
100 WASHINGTON BLVD
STAMFORD
CT
06902
0
1
0
0
President, P&C
Common Shares
2018-09-12
4
D
0
143608
57.60
D
0
D
Employee Stock Option (Right to buy)
23.35
2018-09-12
4
D
0
51283
57.60
D
2014-02-28
2021-02-28
Common Shares
51283
0
D
Employee Stock Option (Right to buy)
20.61
2018-09-12
4
D
0
134409
57.60
D
2015-02-28
2022-02-28
Common Shares
134409
0
D
Employee Stock Option (Right to buy)
28.64
2018-09-12
4
D
0
109413
57.60
D
2016-02-28
2023-02-28
Common Shares
109413
0
D
Employee Stock Option (Right to buy)
30.40
2018-09-12
4
D
0
106105
57.60
D
2017-02-28
2024-02-28
Common Shares
106105
0
D
Employee Stock Option (Right to buy)
36.20
2018-09-12
4
D
0
167428
57.60
D
2018-02-28
2025-02-28
Common Shares
167428
0
D
Employee Stock Option (Right to buy)
34.64
2018-09-12
4
D
0
183640
57.60
D
2019-02-28
2026-02-28
Common Shares
183640
0
D
Employee Stock Option (Right to buy)
40.49
2018-09-12
4
D
0
110535
57.60
D
2020-02-28
2027-02-28
Common Shares
110535
0
D
Employee Stock Option (Right to buy)
42.31
2018-09-12
4
D
0
77370
57.60
D
2021-02-28
2028-02-28
Common Shares
77370
0
D
Restricted Stock Units
2018-09-12
4
D
0
12266
57.60
D
Common Shares
12266
0
D
Dividend Equivalent Rights
2018-09-12
4
D
0
374.32
57.60
D
Common Shares
374.32
0
D
Restricted Stock Units
2018-09-12
4
D
0
18909
D
Common Shares
18909
0
D
Dividend Equivalent Rights
2018-09-12
4
D
0
149.77
D
Common Shares
149.77
0
D
Disposed of following the completion of the merger (the "Merger") described in the Agreement and Plan of Merger, dated as of March 5, 2018, by and among AXA SA, Camelot Holdings Ltd. and the Issuer. At the effective time of the Merger, each issued and outstanding common share of XL Group Ltd was automatically cancelled and converted into the right to receive $57.60 in cash (the "Merger Consideration").
Includes all common shares held directly by the Reporting Person immediately prior to the Merger and which were automatically cancelled and converted into the right to receive the Merger Consideration.
At the effective time of the Merger, each option to purchase common shares granted by XL Group Ltd outstanding and unexercised immediately prior to the effective time of the Merger (whether or not vested or exercisable) vested in full, was cancelled and was converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such option, multiplied by the number of common shares subject to such option immediately prior to the effective time of the Merger.
Each restricted stock unit represents a contingent right to receive one common share.
At the effective time of the Merger, each restricted stock unit granted by XL Group Ltd outstanding immediately prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration.
At the time of grant, restricted stock units granted on February 28, 2017 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2018, 2019 and 2020).
The dividend equivalent rights accrued when and as dividends were paid on common shares. Each dividend equivalent right is the economic equivalent of one common share.
At the effective time of the Merger, each dividend equivalent right accrued and outstanding prior to the effective time of the Merger (whether or not vested) vested in full, was automatically cancelled and converted into the right to receive the Merger Consideration.
In accordance with the Merger Agreement, the Reporting Person elected that at the effective time of the Merger these restricted share units be canceled and converted into a deferred cash award in an amount equal to $72.00 for each such restricted share unit. The deferred cash award would pay 50% in cash on each of the 15 month and 30 month anniversaries of the effective time of the Merger.
At the time of grant, restricted stock units granted on February 28, 2018 were scheduled to vest in three equal annual installments on each anniversary of the grant date (February 28, 2019, 2020 and 2021).
In accordance with the Merger Agreement, the Reporting Person elected that at the effective time of the Merger these dividend equivalent rights be canceled and converted into a deferred cash award in an amount equal to $72.00 for each such dividend equivalent right. The deferred cash award would pay 50% in cash on each of the 15 month and 30 month anniversaries of the effective time of the Merger.
H. Matthew Crusey, Attorney-in-Fact for Gregory Hendrick
2018-09-14